Common use of No Misrepresentation or Breach of Covenants and Warranties Clause in Contracts

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the representations and warranties of Seller and Parent contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. In addition, Parent shall have delivered to Buyer a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) above.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent Buyer in the performance of any of its respective covenants and agreements contained herein; and (b) each of the representations and warranties of Seller and Parent Buyer contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this AgreementParent; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Buyer Material Adverse Effect. In addition, Parent Buyer shall have delivered to Buyer Parent a certificate, dated as of the Closing Date, signed by an officer of Parent Buyer and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) above.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) There shall have been no breach by either as of Seller or Parent in the performance of any of its respective covenants and agreements contained hereindate hereof; and (b) each on and as of the representations and warranties of Seller and Parent contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date Date, as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time)date, except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of both clauses (a) and (b) above, except where ) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the failure extent any breaches of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreements, would not individually or in the aggregate, has not had and could not aggregate be reasonably be expected likely to have a Material Adverse Effect. In additionThe Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, Parent and the Company shall have delivered to Buyer a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of Parent and certifying as the Company confirming the foregoing. Each Seller shall have delivered to the satisfaction Buyer certificates representing all of the conditions specified Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in clauses (a) blank and (b) abovebearing or accompanied by all requisite stock transfer stamps.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each Each of the representations and warranties of Seller and Parent the Buyer contained in this Agreement (other than Section 4.6 and disregarding for purposes of this Section 8.1(a) any qualifications based on “material,” “Material Adverse Effect” or similar words of import contained in such representations or warranties) shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct as of such specified date or timeearlier date), except (a) for changes (i) therein specifically permitted by this Agreement or Agreement, (iib) resulting from any transaction action or inaction expressly consented to in writing by Buyer the Seller or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (ac) and (b) above, except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations does not and warranties), or the failure to perform such covenants and agreements, individually or in the aggregate, has not had and could would not reasonably be expected to have have, individually or together with all other such failures, a Material Adverse Effectmaterial adverse effect on the Buyer’s ability to consummate the transactions contemplated by, or perform its obligations under, this Agreement or any Buyer Transaction Agreement, and the representation and warranty contained in Section 4.6 shall be true and correct in all respects as if made on the Closing Date. In addition, Parent There shall have been delivered to Buyer the Seller a certificatecertificate to the effect of each of the foregoing, dated as of the Closing Date, signed on behalf of the Buyer by an a duly authorized officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveBuyer.

No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Buyer made in this Agreement (without regard to any materiality qualifications contained therein) other than the Buyer Fundamental Representations shall be true and correct in all respects (a) There shall have been no breach by either as of Seller or Parent in the performance of any of its respective covenants and agreements contained hereindate hereof; and (b) each on and as of the representations and warranties of Seller and Parent contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date Date, as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time)date, except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the each case of each of clauses (a) and (b)), (i) above, except where for those representations and warranties which refer to facts existing at a specific date (which shall be true and correct only as of such date) and (ii) to the failure extent any breaches of such representations and warranties would not individually or in the aggregate have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement; and the Buyer Fundamental Representations shall be true and correct in all material respects (without giving effect to any limitation x) as to “materiality” or “Material Adverse Effect” set forth in such representations of the date hereof and warranties), or the failure to perform such covenants (y) on and agreements, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. In addition, Parent shall have delivered to Buyer a certificate, dated as of the Closing Date, signed by an officer as though made on such date, except (in each of Parent and certifying as to the satisfaction of the conditions specified in clauses clause (ax) and (by)) abovefor those representations and warranties which refer to facts existing at a specific date (which shall be true and correct in all material respects only as of such date). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or before the Closing Date.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the The representations and warranties of Seller and Parent contained made in this Agreement shall be true and correct on in all respects, both (i) as of the date hereof and (ii) on and as of this Agreement and the Closing Date Date, as though made on the Closing Date such date, (x) except for those representations and warranties which refer to the extent that they expressly speak as of facts existing at a specific date or time other than the Closing Datedate, in which case they need only have been shall be true and correct as of such specified date or time)specific date, (y) except for changes (i) therein as specifically permitted contemplated by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (bz) above, except where to the failure extent any breaches of such representations and warranties to be true and correct (warranties, read without giving effect to any limitation as to “materiality” or “the words "material," "materially," "Material Adverse Effect” set forth in such representations and warranties)" or words of similar import, or the failure to perform such covenants and agreements, individually or would not be reasonably likely in the aggregate, has not had and could not reasonably be expected aggregate to have a Material Adverse Effect. In addition, Parent Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; there shall not have been any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of Parent and certifying as to Seller confirming the satisfaction of the conditions specified in clauses (a) and (b) aboveforegoing.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the The representations and warranties of Seller and Parent contained made in this Agreement shall be true and correct on in all respects, both (i) as of the date hereof and (ii) on and as of this Agreement and the Closing Date Date, as though made on the Closing Date such date, (x) except for those representations and warranties which refer to the extent that they expressly speak as of facts existing at a specific date or time other than the Closing Datedate, in which case they need only have been shall be true and correct as of such specified date or time)specific date, (y) except for changes (i) therein as specifically permitted contemplated by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (bz) above, except where to the failure extent any breaches of such representations and warranties to be true and correct (warranties, read without giving effect to any limitation as to the words “materialitymaterial,” or “materially,” “Material Adverse Effect” set forth in such representations and warranties)or words of similar import, or the failure to perform such covenants and agreements, individually or would not be reasonably likely in the aggregate, has not had and could not reasonably be expected aggregate to have a Material Adverse Effect. In addition, Parent Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; there shall not have been any Material Adverse Effect from the date hereof to the Closing Date; and Seller shall have delivered to Buyer a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of Parent and certifying as to Seller confirming the satisfaction of the conditions specified in clauses (a) and (b) aboveforegoing.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been no any material breach by either of Seller or Parent Buyer in the performance of any of its respective covenants and agreements contained hereinherein which shall not have been remedied or cured (other than those required to be performed after the Closing Date); and (b) each of the representations and warranties of Seller and Parent Buyer contained in this Agreement shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct as of such specified date or timedate), except for changes (i) changes therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer Aon or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) Agreement and (bii) above, except where the failure breaches of such representations and warranties to be true and correct (without giving effect to any limitation as to the words “materialitymaterially” or “Material Adverse Effectmaterial” set forth in such representations and warrantiescontained therein), or the failure to perform such covenants and agreementswhich, individually or in the aggregate, has not had and could would not reasonably be expected to have a Material Adverse Effect. In addition, Parent material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and there shall have been delivered to Buyer Aon a certificatecertificate to such effect, dated as of the Closing Date, signed on behalf of Buyer by an a duly authorized officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveBuyer.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There The Selling Stockholders and their Affiliates shall have been no breach by either of Seller or Parent performed in the performance of any of its all material respects their respective covenants and agreements contained hereinrequired herein to be performed on or prior to the Closing Date; and (bii) each of the representations and warranties of Seller and Parent the Selling Stockholders contained in Sections 5.1, 5.2, 5.3, 5.4(a), and 5.22 of this Agreement shall be true and correct when made on the date Closing Date, as though made on the Closing Date; and (iii) the other representations and warranties of the Selling Stockholders contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true and correct on the Closing Date Date, as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date), except, in which the case they need only have been true and correct as of such specified date or time), except clause (iii) for (A) changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer the Buyers or any transaction contemplated specifically permitted by this Agreement; provided, that, in the case of each of clauses (a) Agreement and (bB) above, except where the failure breaches of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreementswhich would not, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. In addition, Parent ; and there shall have been delivered to Buyer the Buyers a certificatecertificate to such effect, dated as of the Closing Date, signed on behalf of the Companies by an a duly authorized officer of Parent and certifying as to the satisfaction each of the conditions specified in clauses (a) and (b) aboveCompanies.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the The representations and warranties of Seller and Parent contained Buyer made in this Agreement shall be true and correct on in all respects, both (i) as of the date hereof and (ii) on and as of this Agreement and the Closing Date Date, as though made on the Closing Date such date, (x) except for those representations and warranties which refer to the extent that they expressly speak as of facts existing at a specific date or time other than the Closing Datedate, in which case they need only have been shall be true and correct as of such specified date or time)specific date, (y) except for changes (i) therein as specifically permitted contemplated by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (bz) above, except where to the failure extent any breaches of such representations and warranties to be true and correct (warranties, read without giving effect to any limitation as to the words “materialitymaterial,” “materially,” “material adverse effect” or “Material Adverse Effect” set forth in such representations and warranties)words of similar import, or the failure to perform such covenants and agreements, individually or would not be reasonably likely in the aggregate, has not had and could not reasonably be expected aggregate to have a Material Adverse Effectmaterial adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. In addition, Parent Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date; and Buyer shall have delivered to Buyer Seller a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of Parent and certifying as to Buyer confirming the satisfaction of the conditions specified in clauses (a) and (b) aboveforegoing.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the The representations and warranties of Seller and Parent contained Buyer made in this Agreement shall be true and correct on in all respects, both (i) as of the date hereof and (ii) on and as of this Agreement and the Closing Date Date, as though made on the Closing Date such date, (x) except for those representations and warranties which refer to the extent that they expressly speak as of facts existing at a specific date or time other than the Closing Datedate, in which case they need only have been shall be true and correct as of such specified date or time)specific date, (y) except for changes (i) therein as specifically permitted contemplated by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (bz) above, except where to the failure extent any breaches of such representations and warranties to be true and correct (warranties, read without giving effect to any limitation as to “materiality” the words "material," "materially," "material adverse effect" or “Material Adverse Effect” set forth in such representations and warranties)words of similar import, or the failure to perform such covenants and agreements, individually or would not be reasonably likely in the aggregate, has not had and could not reasonably be expected aggregate to have a Material Adverse Effectmaterial adverse effect on Buyer's ability to consummate the transactions contemplated hereby. In addition, Parent Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date; and Buyer shall have delivered to Buyer Seller a certificate, certificate dated as of the Closing Date, Date and signed by an authorized officer of Parent and certifying as to Buyer confirming the satisfaction of the conditions specified in clauses (a) and (b) aboveforegoing.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained herein; and (b) each of the The representations and warranties of Seller and Parent contained Sellers made in this Agreement and the Seller Transaction Documents shall be true and correct: (i) in all material respects (other than such representations and warranties which are qualified by materiality, Material Adverse Effect or material adverse effect which shall be true and correct on in all respects) as of the date hereof; and (ii) on and as of this Agreement and the Initial Closing Date Date, as though made on the Closing Date such date, (A) except for those representations and warranties which refer to facts existing at a specific date, and (B) except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (b) above, except where the failure breaches of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreements, individually or would not in the aggregate, has not had and could not reasonably be expected to aggregate have a Material Adverse EffectEffect or a material adverse effect on the transactions contemplated hereby. In addition, Parent Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers on or before the Initial Closing Date; there shall not have been any Material Adverse Effect from the date hereof to the Initial Closing Date; and Sellers shall have delivered to Buyer a certificate, certificate dated as of the Initial Closing Date, Date and signed by an officer authorized representative of Parent and certifying as to the satisfaction each Seller confirming each of the conditions specified in clauses (a) and (b) aboveforegoing.

No Misrepresentation or Breach of Covenants and Warranties. (aA) There shall not have been no any material breach by either of Seller or Parent Buyer in the performance of any of its respective covenants and agreements contained hereinherein which shall not have been remedied or cured; and (bB) each of the representations and warranties of Seller and Parent Buyer contained in this Agreement (disregarding any qualification as to materiality) shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date, in which case they need only have been shall be true and correct as of such specified date or timedate), except for changes (i) changes therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer Aon or any transaction expressly contemplated by this Agreement; provided, that, in the case of each of clauses (a) Agreement and (bii) above, except where the failure breaches of such representations and warranties to be true and correct (interpreted without giving effect to any limitation as references to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreements) which would not, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. In addition, Parent material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and there shall have been delivered to Buyer Aon a certificatecertificate to such effect, dated as of the Closing Date, signed on behalf of Buyer by an a duly authorized officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveBuyer.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There shall have been be no breach continuing material failure by either of Seller Purchaser to perform or Parent in the performance of comply with any of its respective covenants and agreements contained hereinherein that by their terms are to be performed or complied with at or prior to the Closing; and (bii) each of the representations and warranties of Seller Purchaser contained or referred to herein shall be true and Parent correct in all respects on the date hereof and on the Closing Date as though made on the Closing Date, except (y) to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date, (z) for failures of representations and warranties (other than those contained in Sections 6.1(a), 6.2 and 6.3(a)), read for purposes of this Agreement shall clause (y) to exclude any materiality, Purchaser Material Adverse Effect or similar qualification contained in such representations and warranties, to be true and correct on the date of this Agreement hereof and on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreementsmatters that, individually or in the aggregate, has would not had and could not reasonably be expected to have a Purchaser Material Adverse Effect. In addition, Parent ; and (iii) there shall have been delivered to Buyer Seller a certificatecertificate to such effect, dated as of the Closing Date, Date and signed on behalf of Purchaser by an authorized officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) abovePurchaser.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been no any material breach by either of Seller or Parent in the performance of any of its respective covenants and agreements contained hereinherein which shall not have been remedied or cured; and (b) each of the representations and warranties of Seller and Parent contained in this Agreement (without taking into account any materiality qualifiers) shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or timerelate to an earlier date), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated permitted by this Agreement; provided, that, in the case Agreement and other than breaches of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreementswhich, individually or in the aggregate, has would not had and could not reasonably be expected to have a Material Adverse Effect. In addition, Parent Effect (provided that notwithstanding the foregoing the representations and warranties contained in Section 5.3(b) shall be true and correct on the Closing Date); and there shall have been delivered to Buyer a certificatecertificate to such effect, dated as of the Closing Date, signed on behalf of Seller by an a duly authorized officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveSeller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall have been no material breach by either of Seller or Parent the Sellers in the performance of any of its respective their covenants and agreements contained hereinherein which shall not have been remedied or cured; and (b) each of the representations and warranties of Seller and Parent the Sellers contained in this Agreement which is not qualified as to materiality shall be true and correct in all material respects on the Closing Date as though made on the Closing Date and the representations and warranties of the Sellers contained in this Agreement which are qualified as to materiality shall be true and correct on the date of this Agreement and the Closing Date as though made on the Closing Date (except except, in each case, to the extent that they the representations and warranties expressly speak as of a specific date or time other than the Closing Daterelate to an earlier date), except, in which case they need only have been true and correct as of such specified date or time)each case, except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated permitted by this AgreementSection 7.4; providedand there shall have been delivered to Buyer a certificate to such effect, thatdated the Closing Date, in the case signed on behalf of each FDC by a duly authorized officer of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” FDC. There shall have been no event or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreementsevents which, individually or in the aggregate, has not had and could not reasonably be expected to have caused a Material Adverse Effect. In addition, Parent shall have delivered to Buyer a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) above.

No Misrepresentation or Breach of Covenants and Warranties. (ai) There shall have been be no breach continuing material failure by either of Seller to perform or Parent in the performance of comply with any of its respective covenants and agreements contained hereinherein that by their terms are to be performed or complied with at or prior to the Closing; and (bii) each of the representations and warranties of Seller contained or referred to herein shall be true and Parent correct in all respects on the date hereof and on the Closing Date as though made on the Closing Date, except (x) to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date, (y) for changes therein specifically resulting from any transaction expressly consented to in writing by Purchaser, (z) for failures of representations and warranties (other than those contained in Sections 5.1(a), 5.2 and 5.3(a)), read for purposes of this Agreement shall clause (z) to exclude any materiality, Material Adverse Effect or similar qualification contained in such representations and warranties, to be true and correct on the date of this Agreement hereof and on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except for changes (i) therein specifically permitted by this Agreement or (ii) resulting from any transaction expressly consented to in writing by Buyer or any transaction contemplated by this Agreement; provided, that, in the case of each of clauses (a) and (b) above, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), or the failure to perform such covenants and agreementsmatters that, individually or in the aggregate, has would not had and could not reasonably be expected to have a Material Adverse Effect. In addition, Parent ; and (iii) there shall have been delivered to Buyer Purchaser a certificatecertificate to the effect of clauses (i) and (ii), dated as of the Closing Date, signed on behalf of Seller by an authorized officer of Parent and certifying as to the satisfaction of the conditions specified in clauses (a) and (b) aboveSeller.